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A Disclosure Letter is a key document sellers use when selling a business or making major deals in Australia. It lets sellers reveal important facts about their business that might affect the sale price or terms - including potential problems, ongoing disputes, or gaps in what was promised during negotiations.

The letter protects sellers from future claims by documenting exactly what buyers knew before closing the deal. It typically accompanies the main sale agreement and becomes a crucial part of Australian M&A transactions, helping both parties avoid disputes by creating a clear record of disclosed information under Australian consumer and corporate laws.

Use a Disclosure Letter when selling your business, taking on major investors, or entering significant commercial deals in Australia. It's especially important for transactions where you need to reveal potential issues that could affect the deal's value - like pending lawsuits, regulatory investigations, or gaps between what you promised and reality.

Many Australian businesses prepare their Disclosure Letter during due diligence, when buyers are actively examining company records. This timing lets you address concerns as they come up and document exactly what information you've shared. It's particularly vital when dealing with listed companies or transactions that fall under ASIC's oversight.

• Non Disclosure Letter: Basic format for one-way confidentiality protection, commonly used in initial business discussions
• Mutual Non Disclosure Agreement Form: Two-way protection where both parties share sensitive information
• Business Confidentiality Agreement Form: Comprehensive version for complex commercial transactions with detailed disclosure schedules
• Confidentiality Non Disclosure Agreement Form: Enhanced protection focusing on specific industry or regulatory requirements

• Business Sellers: Prepare and sign the Disclosure Letter to document all revelations about their company's condition, protecting themselves from future claims
• Corporate Lawyers: Draft and review the contents, ensuring compliance with Australian disclosure requirements and proper documentation of all material facts
• Potential Buyers: Review and acknowledge the disclosures, often through their due diligence team
• Investment Bankers: Assist in preparing disclosures during M&A transactions, particularly for ASX-listed companies
• Company Directors: Review and approve the final content, taking responsibility for accuracy under Corporations Act obligations

• Business Records: Gather key documents including financial statements, contracts, licenses, and any ongoing legal matters
• Due Diligence Results: Review buyer inquiries and compile responses about discovered issues
• Risk Assessment: List potential problems, disputes, or gaps between promises and reality
• Deal Documents: Compare against warranties in the main agreement to ensure all relevant disclosures are covered
• Supporting Evidence: Collect proof for each disclosure, like certificates, correspondence, or reports
• Draft Review: Our platform helps generate precise Disclosure Letters that meet Australian legal requirements, reducing drafting errors

• Identification Details: Names, addresses, and ABNs of all parties involved in the transaction
• Document References: Clear links to the main agreement and warranty clauses being disclosed against
• Disclosure Statements: Specific facts, circumstances, or exceptions to warranties, organized by category
• Supporting Schedules: Detailed lists, documents, or evidence backing up each disclosure
• General Qualifications: Standard limitations and fair disclosure statements under Australian law
• Execution Block: Proper signing sections with director/secretary requirements for companies
• Governing Law: Clear statement of Australian jurisdiction and applicable state law

While a Disclosure Letter and a Disclosure Statement might seem similar, they serve distinct purposes in Australian business transactions. A Disclosure Letter is specifically tied to a sale agreement or major transaction, detailing exceptions to warranties and specific revelations about a business. A Disclosure Statement, however, is a broader document often used in financial services, consumer contracts, or regulatory filings.

• Timing and Context: Disclosure Letters are created during specific transactions, while Disclosure Statements are often ongoing or standalone documents
• Legal Protection: Disclosure Letters primarily protect sellers from warranty breach claims, while Disclosure Statements fulfill regulatory obligations
• Content Structure: Disclosure Letters reference specific warranties and include supporting evidence, while Disclosure Statements follow standardized formats required by regulators
• Audience Focus: Disclosure Letters target specific buyers or investors, while Disclosure Statements often address consumers or regulatory bodies